(Oslo, 25 November 2021) DLT ASA (DLTx, OSE: DLTX) today announces that is has
entered into a letter of intent (LOI) to acquire US-based DSM Tech Enterprises
LLC ("DSM"), a pioneer in Bitcoin mining and large scale Filecoin operations,
with the majority owners of DSM (the "Transaction").
"We're excited to announce the plan for DSM to join forces with DLTx. With this
acquisition we will move forward as one company, further enhancing our position
as a leading technology and operations company in the blockchain industry. By
bringing the management and expertise of DSM in house, we enhance our ability to
deliver Web 3.0 solutions and to deploy blockchain infrastructure at scale,"
says David A. Johnston, COO of DLTx.
The DSM team have strong commercial track record of scaling technology
businesses and have been in the Bitcoin space since 2011 as long-term operators.
Their extensive knowledge of blockchain protocols and technological resources
will allow DLTx to take part in a greater part of the value-chain of upcoming
web 3 infrastructure projects.
DSM is currently a joint venture partner with DLTx in File Storage Partners LLC,
and after the transaction DLTx will control 100% of the Filecoin storage
provider established earlier this year. In addition to File Storage Partners,
DSM has experience from operating other Filecoin storage providers and bitcoin
miners where the company is also a substantial shareholder.
"Having worked with the DLTx team for the last year, we see this as a natural
next step to expanding our operations and exploring new protocols and
opportunities together. We have complementary and incremental skill sets so this
transaction will enable us to execute much faster together than we could have
separately." says Simon Campbell, CEO of DSM.
The Transaction will be carried out as a share exchange, where DLTx will issue
14,269,057 new shares ("Consideration Shares") in exchange for all the shares of
DSM on a fully diluted basis.
Signing of a legal binding share exchange agreement ("SEA") is conditional upon,
among other things, completion of a due diligence of DSM with outcome to the
satisfaction of DLTx, and successful negotiation, approval and signing of the
SEA.
Completion of the SEA is expected to be subject to certain terms and conditions,
including, but not limited to approval of the issuance of the Consideration
Shares by the extraordinary shareholders meeting of DLTx ("EGM"), and (ii) no
material breach of the warranties or other obligations under the SEA.
The EGM and closing of the Transaction are expected to take place by the end of
February 2022. The Consideration Shares will initially be issued on a separate
ISIN awaiting approval and publication of a listing prospectus. The temporary
ISIN of the Consideration Shares will be converted to the existing ISIN of the
Company and the Consideration Shares will be tradable on Oslo Børs following the
approval and publication of the listing prospectus. The Company expects to
announce such prospectus by the end of February 2022.
For further information, please contact:
Thomas Christensen, CEO, +47 922 55 444
Andreas Arnesen, Investor Relations, +47 952 55 816
About DLTx | www.dltx.com
DLTx is an enterprise vendor for DAOs and public blockchains focused exclusively
on building technology within the blockchain industry. DLTx will partner with
the best-in-class companies in sectors being reshaped by Distributed Ledger
Technologies. The management and advisory board have considerable experience
within the blockchain ecosystem and will actively advise and support the
companies DLTx helps to develop. DLTx will support core developers, run
validation nodes, hold governance tokens and help companies with the right
technology, teams and market prospects to succeed.
This information constitutes insider information and is subject to the
disclosure requirements pursuant to Regulation EU 596/2014 (MAR) article 17 and
section 5-12 of the Norwegian Securities Trading Act.
The announcement is published by Roger Lund, VP Strategy, at 07.00 CET, 25
November 2021.